System Error
by Pikatard
Summary: The Nemesis is in turmoil as Soundwave's haunted past catches up. M for violence.
1. Chapter 1

**Author's Notes: **Hello and thanks for stopping by! I hope you'll enjoy the story!

I have fixed, or at least tried to fix, the tense changes as much as I could and other written mistakes and I hope the chapters are more readable. I fixed Shockwave's appearance to match how he really looks. When I wrote this story, there was no news about him appearing in the series. I also decided that the ending needed adjustments and more sense so those who read it already probably will notice it.

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><p><strong>System Error. Transformers Prime.<strong>

Next time something broke, Soundwave would have to scrape rare materials off of Nemesis' walls to fix it. It didn't help the case at all that Megatron was impatiently waiting for the communication lines to get back online. Though, they wouldn't be offline in the first place if it wasn't for him and Starscream having another skirmish that resulted a direct hit to the core of the machine.

"How long is it going to take, Soundwave?" Starscream yelled at him, waving arms in air, failing to speed things up.

Not only did Soundwave have to lie on the floor sideways to reach places he needed to put back together, it was also very cramped for him. Luckily his tendrils were more flexible than his arms in this situation. From under the control panel Soundwave glanced towards Starscream, being all still for a moment and then continued with the delicate folding of the wires.

"You've been there for hours.. Finish it already!" The angry seeker bent down to see the work being done. Before he could see anything, Soundwave pushed the control panel's cover from below to pop it up above. The cover fell off of it's place to hang on a bunch of wires to block Starscream's line of sight.

"Hmmph." Was the only thing Soundwave heard and he continued to work in peace and quiet. The seeker stopped bothering him and left the bridge quickly in annoyance.

Soundwave wasn't far away from finishing, but a few improvements were necessary. He had covered the most fragile parts with extra hardened metal and plastic he found in the storage. Maybe the communication systems wouldn't be blasted off so easily next time. In hopes that the next time won't come...

Finally everything was in place and scanning shows no problems on the hardware side, which made him feel a bit more relaxed. He could finally get up from the floor, to do the part of the work he enjoys a little bit more. While closing the sidepanel, he got a small electrostatic spark to his digits. That caused him to pull his arm away in reflex, only to hit the upper panel and dent it slightly. He stared at the dent like if only his gaze would fix it.  
>Today apparently wasn't his day at all.<p>

After rechecking everything, to be sure there was no errors in the circuitry, Soundwave finally got up from the floor. He stretched himself and a few snaps and clicks could be heard, after being in the same position for that long, anyone would be stiff.

The bridge's doors slid open and heavy footsteps echoed around the whole room while he put the top panel back to its place. Soundwave didn't need to turn around to know who was coming and he finally gets to work on the coding side of the system. He didn't waste any time and immediately started typing in the necessary codes to activate the communication systems.

"I see you've progressed. Good." Megatron growled quietly, looking behind Soundwave to see the systems little by little come alive again.

A few small error windows kept popping up here and there, but Soundwave quickly fixed them. It wasn't anything much to someone who had spent most of his time in the ship building and fixing machinery. Voluntary or not; it kept his mind busy enough, not to be bothered by a certain someone aboard.

Megatron's face plates got a little bit happier look, as he saw the systems were back online and fully operational.

"About time." He announced, like it had taken forever for Soundwave to make it happen.

Soundwave wasn't required on the bridge anymore and he started to walk towards the doors when he hears something behind him. Megatron had opened a communication line that had a lot of static going on, but he was sure he heard something awfully familiar in it. Soundwave turned around, only to freeze on the spot as he saw the silhouette of the source of the voice. He wanted to move away, walk away from the bridge, but his body didn't listen. Only thing he could do was to stare at the screen.

"Ah, Shockwave." Megatron spread his arms in a welcome motion.

"Finally."

"Final..y in..eed, my Lieg..." Shockwave's dark image and voice kept blurring in and out, due to the massive distance and other disturbances in space.

It made Megatron annoyed, and he turns around to see that Soundwave was still in the room.

"Soundwave! Fix the line, I need it more clear at once!" The anger was easily heard from his voice and actions as he waves his arm high in the air, ready to crush anything that came to his way.

_No!_ was the first thought Soundwave managed to think after Megatron's voice woke him up from the memories. Memories that kept coming back from the deepest, darkest corners of his processor. He shook his head in disapproval while raising arm to the side of his head, thin digits slowly scratching the side of the head screen. His mind was getting blurrier with every moment.

"WHAT IS THIS?" Megatron shouted, the tone of his voice not anywhere near nice. Probably the whole ship heard it, loud and clear.

It had no effect on Soundwave.

"Now no.. Meg..tron." A rippling voice said, from the direction of the display and that cleared Soundwave's mind. With no more wasted thoughts, he hurried to the control panel. As much as he wanted to disconnect the line, he wouldn't do it. It was not worth getting offlined over haunted memories.

As Soundwave worked to improve the connection, he could feel the burning anger of his Lord. It was so strong that he couldn't block it from his telepathy and it made him shiver a little.

It wasn't his intentions at all to defy a direct order. All of this was the fault of emotions coming to the surface that he had deleted.. or thought he had deleted eons ago.

"..As I was saying." Shockwave continued when the connection was finally stable enough for him and Megatron to talk and listen, without trying to guess what the other one was saying.

"I'm coming to visit you soon. Something has caught my interest on the planet you've found. The reports you've sent to me contains information that might come useful in order to revive our homeplanet faster." His voice was a bit cold and monotonous.

"Proper testing is required and I shall do it on the planet or on the Nemesis. The place depends on the immediate danger of the substances." His single red optic glimmered in the darkness.

"Yes. There's a very useful resource on the planet below us. You're free to take what you need and use the Nemesis if necessary... If and when you find a way to get here. The space bridge is being rebuilt as we speak." Shockwave got a smirk after the sentence.

"Soon we shall find out, my liege. Shockwave out." Connection got terminated and the screen went black.

Megatron knew Shockwave was up to something, but he couldn't quite grasp what it could be. It made Megatron lift his hand up to his chin, stroking it.

"Soundwave." He had his normal tone of voice again.

"Be sure not to do the same mistake again." He looked at Soundwave, who looked back at him.

The warning wasn't with a severe tone, and for Soundwave it didn't need to be. He knew it even without Megatron saying it to him.

Soundwave nodded slightly and then turned his head towards the black display, his thoughts filling up again with old long lost memories from the days before the war. None of those memories were pleasant ones. Because of Shockwave's presence still lingering around, and his own memories, he didn't even notice Starscream, who was standing right behind the door. He had happened to pass by the bridge's door just as Megatron had shouted, and stopped to eavesdrop on the rest of the conversation. The way Soundwave reacted seemed to please the second in command more than anything. A wide grin was on his face plates, as he almost danced away from door.

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><p>On Cybertron there was only one dock operational, and it was being taken good care of. Drones were moving back and forth, fixing and rebuilding. Only a handful of Decepticons had stayed when the rest fled from the dying planet in hopes for a better place to live. In the dock, there was only one spaceship, left of the once mighty fleet. In that ship, Shockwave was sitting on the higher ground chair, leaning his head to his right arm while watching the main screen. The dim light brought a melancholic atmosphere to the room, casting all shapes of shadows on the walls behind him, including his own huge shadow that covered most of the area. All sorts of data streams were being displayed on the screen, only to be picked up if something was out of the ordinary. It was only a matter of time before the ship's tanks were fully charged, and he could finally put the new and carefully tested technology into use.<p>

If anyone wanted to come back to rule, they'd have to go through Shockwave first. He had his mind set, and not even Megatron could stop him from stepping into the shoes of a real ruler instead of being just a guardian of the graveyard.

Shockwave turned his head to look out from the ship's window. The view was dark and cold, the only lights one could see were the stars above. One star was brighter than others, and that made Shockwave chuckle. He found out most of the old secrets of Cybertron thanks to the dark energon. He had revealed the ancient machinery that was used to control the planet's movements while it was on its aimless travel through the galaxy. After researching for what could have been an eternity, Shockwave was able to adjust the course of Cybertron and literally put it into a far away orbit of that bright star. According to the reports, the primitive race had named it "Sol".

In his mind, the best part was that no one knew what he had done.

* * *

><p>On the Nemesis almost everyone was very busy, due to a huge energon jackpot Starscream was able to locate. He kept saying that he was on to something big, but no one believed him until, to everyone's surprise, he actually succeeded in finding it.<p>

Starscream was once again proud of himself and nothing stopped him from boasting about it. He stood as mighty and tall as he could in front of the bridge's main screen.

"And no one believed me." He touched his Decepticon insignia on his chest and shook his head. "How am I supposed to keep you all up and running, if I cannot be trusted with these simple tasks? Such sad thoughts should everyone keep at themselves." He waved his arm in the air  
>to brush off all the doubts in act of being humble.<p>

Megatron was standing next to him in the front of the main controls, watching the big screen, waiting. He didn't pay any attention to Starscream, nor did the others. That annoyed Starscream even more than he had anticipated.

_Such ignorance!_, Starscream thought to himself. _What does one have to do to gain at least some respect around here?_ He glanced around to see Airachnid turn away from his stare, and continue doing what ever she was doing, and Knockout only gave him a small grin and a shrug. _Unbelievable_.

"Soundwave, could you at least share the pain and agony with me?" The seeker tried to sound hurt. Not that Soundwave would ever do that, but it was worth the try. He walked next to the silent mech and watched him as the information got packed and stored in Nemesis' main computer.

Soundwave was listening to Starscream rambling on but didn't stop working on the data files that needed some sorting. The Vehicons were efficient in distributing the energon rations, but their organizing skills lacked behind, or more like that skill simply didn't exist among them. If it was up to him, he would've had the Eradicons do the energon reports instead.

"Have you calculated the estimated amount of energon we managed to find? I may be bold to say that it's the biggest one this far, but I need confirmation." Starscream said, looking at the data on the screen and crossing his arms.

"The crew needs to realize I'm not here just for the show. I need numbers!" He was starting to get annoyed as he wasn't getting any answers from Soundwave.

After a short while, Soundwave pointed at the certain window in the screen, and when he looked at it he couldn't believe it. The more reports Soundwave kept filing, the bigger the number got, and for everyone's annoyance Starscream couldn't keep quiet about it.

"Amazing! Truly wonderful! And we have only scratched the surface of the deposit." He lowered his arms to rest on his hips.

"Since I had a hunch it would be big, I made extra efforts to secure it with forcefields. Cursed Autobots will never know this deposit ever existed."

Soundwave didn't care about the seeker's crave for attention and no one suspected what happened next. Starscream grabbed Soundwave's arm and pushed him away from the screen so he could stare at the huge numbers in joy. He clearly forgot something.

Next thing Starscream knew, was that he was hanging in the air like a puppet on strings. In his case the strings were Soundwave's tentacles and instead of them being attached to the puppetseeker, they were wringling around his neck.

"S-Soundwave? What is the meaning of this!" The seeker had to grab on to the tendrils so that all his weight wasn't upon his neck. Nothing was heard from the Communication officer's direction as he stared at Starscream. Only the hold was getting tighter around the seeker's neck.

"Enough you two." A voice grumbled from the front of the bridge.

At that very moment Starscream was dropped and it was up to the seeker how he'd land. Soundwave walked up next to Megatron and he felt the optics from everywhere. It was rare for him to show these kind of actions, but as long as he wasn't physically touched, he could tolerate pretty much anything.

Soundwave had not been able to figure it out, even after all this time, why his body reacted like it did to a physical contact from anyone. Thanks to that, everyone kept their distance from him, thinking he hated everyone, excluding Megatron, and that was something of a bigger mystery to the crew members. There was even a rumor going around, that him and their leader were mates. No one would come and ask questions of any sorts. Soundwave liked it that way and couldn't care less about trivial things such as rumors.

Starscream was dropped down back to the floor and staggered backwards. As soon as he straightened himself, the main screen flashed and alarms were sounding off.

The Nemesis' sensors detected a distortion in space in close proximity, and the main screen displayed it forming. No one, not even Megatron, had seen anything like it before. The space had bent like a spiraling tube of different colors, that were reflected from everywhere around it. It was spinning wildly and the thin tip of its origin was slashing around like a whip, and the wide edge looked like it was on flames. It caused panic among the Vehicons below the bridge, but Megatron didn't order any evasive actions to be taken on the Nemesis' behalf.

Everyone watched as a space ship emerged from the vortex, little by little, and that made the crew more relaxed, except one.

Soundwave felt like someone was twisting circuitry in his chest. His composure was failing more and his pain grew stronger when more of the ship got out of the spiral. As the ship wholly appeared with disbursing flames, he felt so dizzy from the pain he had to lean against the control panel, with his arms trembling. Soundwave's movements were small, but not small enough for Megatron not to notice them as he stood right next to him. Even as he watched, he didn't do anything about it and turned his head towards the screen to continue watching the show in front of them.

Without any notification Shockwave opened a communication line with the Nemesis, and his dark silhouette with the glowing golden optic appeared on the main screen.

"Greetings." A deep monotonous voice said. Those who weren't there on Cybertron when Shockwave was left to guard it didn't know who he was. The crew below the bridge was moving anxiously, chatting about what was going on.

"I see. You've managed to-" Megatron was cut off by the small surprise of what was happening next to him. He looked down to see something new yet again.

Soundwave couldn't stand anymore because of the pain in his chest, and it forced him to his knees. He was able to keep himself from falling due to him clawing his digits into the control panel. Even the floor felt like it was spinning around him, and everything and everyone sounded so soft and distant. He looked at the floor in front of him and then to his side to see the Vehicons staring and pointing at him. Soundwave was feeling something else among the pain, but couldn't put it into words what it was. There were no warnings about anything being wrong in his systems, which he found very disturbing considering the current circumstances.

"Shockwave!" Megatron growled and pointed at Soundwave. "Don't you dare tell me that you have a part in all of this." He knew well enough that Shockwave would take anyone or anything as his test subject, for whatever mad-mech idea he had gotten.

"But I do." Shockwave responded in a quick reply. "How splendid. I see my experiment has been quite successful, although not perfect." Any other bot would have felt very threatened and cower after such tone from Megatron, but not him. Instead he simply stated that he was the one to blame.

Such behavior was unheard of on the Nemesis, except, Soundwave knew it too well. Shockwave was, and probably always will be, a mech following his own path. Starscream had a hard time to prevent his glee from escaping, as he watched Soundwave collapse on the floor.

_Take that! Be the center of all attention! Thanks to Shockwave you'll be the laughing-stock instead of me. A mere test subject, being able to climb through the ranks of the Decepticons? That's unacceptable!_ He thought, but all of a sudden he remembered how Megatron had met Soundwave and it halted the seeker's movements completely. _The damned gladiator pits. What? But.. How's it possible for him to be almost equal in strength to our leader?_ He glances at the main screen to absorb the presence of Shockwave. Then it hit him. Harder than anything else he had realized before. He himself was inferior to a mere test subject. He got so angry that without a word, he left the bridge only to disappear through the doors to the hallway.

* * *

><p>The memories that Soundwave had kept locked away, were flooding his mind, and he couldn't see or hear anything that was going around him. The pain was gone and he found himself lying on the floor inside a dark, but familiar room. The floor was cold and frost covered most of it's surface. The ceiling was leaking something and made a dripping sound echo everywhere. As he was facing the metal wall, he heard foot steps behind him. With a loud click and screech, the room's heavy door opened. The light that came in was too bright and it made him curl up even more.<p> 


	2. Chapter 2

"I can't do anything, my Lord." Knock Out sighed and closed the scanner on his arm while kneeling next to Soundwave. As much of as a medic Knock Out was, he knew he wouldn't be of any use in this situation. He had only read random datapads about Cybertron's condition and about Shockwave. He and Breakdown never had the opportunity to see the main forces of Megatron's army.

"After a thorough scanning I can only say that whoever did this, in this case, apparently our guest, is the only one who can fix him." He looked at Soundwave that was lying sideways and almost lifeless on the bridge's floor. It felt very weird to see him in this condition and he would bet his red paintjob on it, that he wasn't the only one who felt like this.

Megatron didn't look pleased at all when he heard the news and his expression got even more angry as the doors to the bridge slid open. The dark purple colored mech that stepped inside was huge compared to any other than Megatron himself. Breakdown came in right after Shockwave as he was there to guide him to the bridge. It gave an even better size comparison to those who stared at the guest, Breakdown barely reaching Shockwave's chestplate.

"Back to work, you imbeciles." Megatron yelled from the front of the bridge. The sudden command made the lower level of the room look like a beehive, with every trooper returning to their posts. He glances at Shockwave, who had stopped right after entering the room, just to look around. His interest peaked at the monitors Knock Out had been working at.

"Shockwave, the order includes you too."

"I am on it, my Liege." Shockwave started to walk towards the front of the bridge without any specific orders, with his optic on Soundwave the entire time.

"How wonderful indeed. The experiment had worked like it should have, although the collapse issue needs to be fixed." Shockwave said and as he reached the three, he simply grabbed Soundwave by his upper back plate with the huge claw-like digits and lifted him up like he weighted nothing.

"Oy oy! You can't treat your patients like that!" Knock Out said sharply, looking a bit shocked by how Soundwave was being handled.

"He is not a-"

"I'm not a medic, my dear grounder." Shockwave interrupted. "I'm a scientist and nothing makes Soundwave my patient." He finished the sentence and lifted the communication officer up over his shoulder like a rag doll.

"By the looks of it, you're this ship's medic. Show me the medbay!" Shockwave said to Knock Out in an orderlike fashion. The red sportscar stared at Shockwave, with mouth open, trying to utter a protest, but no words came out.

Knock Out turned to stare at Megatron, in hopes that he would have something to say against this, but he seemed to not mind the way Shockwave treated Soundwave.

"I don't care as long as he's fixed. If he is beyond repair I shall let my fusion cannon speak for me." Megatron said, making it very clear that he wants Soundwave to function again.

"That is not necessary. I will fix him." Shockwave said, with a voice that sounded happy as he walked out of the bridge doors with Knock Out.

* * *

><p>Soundwave was being dragged along the bright hallway by three drones and he tried his best to struggle off of the chains that were tied around his neck and arms. He leaned himself backward and pushed his pedes against the floor so hard that sparks came out from the friction. It was accompanied by a very high pitched screech that hurt his audio receptors and made him wince. His try had no effect on the drones that were moving him towards the same room he had been in plenty of times.<p>

* * *

><p>"Do you have any restraining equipment in the medbay?" Shockwave asked from Knock Out while they were walking in the hallway.<p>

"Uh.. " That made Knock Out think for a while since at least this far he hadn't had any need for any if there was. "I'm not sure. What if there isn't?"

"In that case Megatron can only blame himself if the medbay ceases to exist while I'm doing my job."

Knock Out looked at Shockwave like he had seen a ghost and once again tried to say something but failed. When they got to the door to the medbay, Soundwave seemed to have become more aware again. Shockwave could feel the slight movements as he carried him inside. Without further notice he touched the medical berth with his free hand, and it started to take a different shape.

Knock Out didn't know it could do that, and somehow he got a hunch Shockwave wasn't new to this ship at all.

The berth took a form that could support Soundwave the best possible way. Shockwave didn't want any necessary damage done to the communication spikes on Soundwave's back. He had worked on them the longest and it wasn't logical to do the work all over again. Before Soundwave would come back to his senses, he put him down on the berth and took a look around. There seemed to be no necessary tools.

"I see. I have to do this the hard way." Not the best option but he had no choice, as he didn't want to bring Soundwave to his own ship, at least not yet.

"Call the one called Breakdown here. He is needed."

Knock Out did what was told and soon Breakdown hurried in.

"You needed me?" The big bot asked, and the only answer he got was a head shaking from Knock Out.

"Breakdown, you're to hold Soundwave's legs." Shockwave ordered, and to their surprise he started to transform his arms. The moves were very smooth and almost soundless, as both of his arms split in two, forming four instead. The moment his arms finished transformation, he pushed Soundwave's arms against the berth with his top arm pair since they were bigger and sturdier.

"Shall we begin?" Shockwave asked the two bots but didn't expect an answer.

Just as Breakdown took a hold of Soundwave's legs, the silent mech started to move. The pain was there again, and the more he came to his senses, the more it hurt. Everything was still very blurry and all of a sudden the pain spiked and it made his back arch. Shockwave was huge compared to Soundwave, but he still had a little bit of trouble holding him down. Breakdown was barely able to keep a hold of Soundwave's legs as he had started to kick like if he was trapped and desperately trying to get free.

"Soundwave, can you hear me?" Shockwave asked, then continued on as no response was given.

"Knock Out, give your strongest sedative to him. Now." He ordered while pinning Soundwave's arms against the berth.

Shockwave needed Soundwave to be conscious and calm before he could start fixing the problem. He watched Knock Out as he gave the needed amount of sedative and calculated it was more than enough. They waited for a good while, but Soundwave was still moving a lot, and Breakdown was getting exhausted from all the holding.

"Doc.. I can't keep up with this much longer.." He snarled, and as soon as he had finished saying it, his grip slipped and he got a kick directly to his head that sent him flying to the other side of the medbay with optic input full of blur.

"Ugh.."

"Shockwave.. This is no good! The dosage isn't enough and if I give more, it can damage the nerve systems..." Knock Out started to panic and took a step away.

Shockwave shook his head and used the other pair of his hands to keep Soundwave's upper body in place. Knock Out probably had the old version of the sedative since Soundwave was immune to it. He'd have to do this the rough way and he also had to be careful not to get kicked. Knock Out watched him as many panels in his chassis slid open. From underneath came out similar tendrils that Soundwave had, but Shockwave had eight, instead of just two. Each of them carefully explored Soundwave's body below and Knock Out had a hard time keeping his cool, as it was very embarrassing to watch. It looked very much like something else than just a medical examination.

"At least he's not screaming his vocalizer off.." Breakdown mumbled out loud as he got himself finally up from the floor and sorted out the boxes he had landed on.

"He would, if he had one." Shockwave chuckled, sounding very cold and sinister.

"Not by me though." He continued and how he said it sounded so casual, like he would do it to anyone if a chance for it came.

"He did it to himself."

Knock Out and Breakdown couldn't believe what they heard and looked at each other in disbelief.

Shockwave didn't care about the duo and continued his very enjoyable operation. His tendrils were hovering around Soundwave's chassis like they were trying to communicate with it. Since no response was received the tendrils invaded the systems by force, brutally opening the hidden panels with the tendrils' more sophisticated tips.

That was the moment Knock Out knew why Shockwave had eight tendrils. Soundwave had exactly the same amount of ports on his chassis' sides and front.

"Why would anyone willingly take off their vocalizer?" Knock Out wondered, because something about it felt wrong and it made him uncomfortable.

"The word 'willingly' is very mildly put." Shockwave answered, and focused his mind on Soundwave again.

"I see." Shockwave mumbled, and the tendrils started to glow in purple.

It made Soundwave struggle even more and his pedes created processor breaking screeches as he kicked the berth trying to push himself off of it. For Shockwave it was like back in the days on Cybertron.

"Still as spirited as ever, Soundwave. But you've become very weak. If it was the old you, I wouldn't have any chances keeping you still."

"The pit you talking about? If that kick was weak.." Breakdown put his hand on his head.

"I would be dead if it had been stronger." He snarled. For his own curiosity he walked up next to Shockwave to see what he was doing.

A moment later Soundwave's chest plates opened, revealing his spark chamber and Shockwave moved his smaller pair of arms into it. Knock Out couldn't see that well what the scientist was doing, but what ever it was, it made Soundwave totally limp in an instant. No signs of him being conscious could be seen either as Shockwave retreated his arms. The chamber quickly closed its panels, hiding whatever was inside.

"What was that thing in there?" Breakdown broke the silence that had fallen into the medbay. He swore he saw something that didn't belong to the anatomy of a transformer. It was a small and round object right below Soundwave's spark with many thin wires coming out of it which seemed to be installed directly into energon veins.

"That, my curious friend, is your moment of being offlined if I told you what it was." Shockwave looked at Breakdown, making the assistant back away in fear. The aura around him was something Megatron would have the moment he was about to kill.

One of Shockwave's tendrils retreated from Soundwave's body and attached itself to the medbay's computer.

"I will not answer to any more questions while I work. May this memory file of mine kill rest of your curiosity." He said without looking at the two and continued his doings. Although he had fixed the problem, he had more things to check in Soundwave.

The screen next to them popped up a video file and the image was very dark. Knock Out and Breakdown could hear a noise that sounded something like liquid droplets hitting a surface. It appeared to be a security system file according to the timestamp and other details in the corner of the video. The image shifted to the left, zooming into a corner that was occupied by someone. First the medic and his assistant couldn't be sure who or what it was, but when the character moved, it was clear as cloudless sky; Soundwave was sitting in the corner.

His armor was a little different and he was hiding himself behind his arms, then suddenly, he let his arms fall to his sides, slowly.

He had a visor shaped metal plate attached to his head, which covered the upper half of his face and Knock Out felt ill, as he saw how it was welded on him. The welding edges on both sides looked like it was put on in a hurry and they were leaking energon. The metal visor had a lot of scratches on it that didn't look like battle scars. They looked more like he had tried to claw his way through it. Soundwave tilted his head up and it was visible that energon was dripping from beneath his recently attached visor. In human terms it looked like he was crying.

Soundwave sat still and the video was cut off for a nanosecond, only to skip forward to several days later. He was still in the exact same position but the leaking had ceased. The only thing that told them he wasn't offline, was a little movement from him. He slowly lifted both of his arms closer to his head, but just as he was about to touch the metal plate, the arms retreated a bit. It was like he was scared of something.

The moment was very quiet and tense, as Breakdown and Knock Out stared at the video, waiting for something to happen. They both startled quite a bit and looked horrified as Soundwave quickly, and with very precise moves, sank his own digits through his dark and blue metalskin, into his throat. He wailed quietly and was shaking from pain, but it didn't stop him. The sounds of metal twisting and cables snapping sent shivers through Knock Out and he felt helpless while watching. The tears were leaking a lot of energon, covering most of Soundwave's chest plates and a little energon pool had started to form on the floor. Digits still deep in, he clenched them and pulled. Cables and pieces of metal came out, and his arms fell limp to his sides. The object he was holding rolled onto the floor and both of the watchers knew why Soundwave was so silent. No amount of repairs would have made his vocalizer work again. The energon pool kept growing. Soundwave turned his head up again, this time mouth open and its corners curved into a small, satisfied smile. A distant alarm could be heard from the video and just as Shockwave entered the room the video clip ended.

The medbay was dead silent once again. Only the ship's low hum was heard.

"It would have been a lot easier for me if you didn't try to kill yourself so often." Shockwave sneered while rest of his tendrils retreated from Soundwave who was still lying still. He looked at the other two who were staring at him in a mixture of shock and disgust.

"I assume you two are volunteering to be my next test subjects." Shockwave said and it was hard to tell from the tone if he was serious or not.

Before anyone could say or do more, Soundwave became conscious. The first thing he saw was the bright medbay lights above, with Shockwave right next to him. That caused him to immediately get up from the berth and back off while the other three only watched him. At the same time he realized that the ports were open on his chassis and with quick clicking sounds they were shut. What had Shockwave done to him this time? Were the other two assisting? If only his head could work properly, he would be able to tell the truth. But no, not even his telepathy was functioning and the more he tried, the more his processor was in pain. He couldn't even find any maintenance files for the event. Judging from their looks, simply asking wouldn't work either. He stared at the trio and slowly kept taking steps backward, towards the door.

Just as Soundwave was about to exit the medbay, Knock Out took a few steps forward. "Wait!" He raised his right arm at the escaping mech, only to see him disappear behind the doors as they shut after him.


	3. Chapter 3

The only place Soundwave could find comfort now was on the main bridge. While he was walking down the hallway, a group of Vehicons passed by. Normally it wouldn't be of any concern to him, but this time it was very intimidating. Soundwave couldn't hear anything from them; no thoughts, no voices. It was like the dead were walking right past him. As the group passed by he stopped and turned to watch their backs.

Airachnid was on her way to the bridge and saw Soundwave stand in the hallway.

"This is a very unusual place for you to just stand around. No typing, no staring at Megatron." She mimiced him by typing with her digits in the air. She knew her words might trigger something in Soundwave, but to her surprise nothing happened.

Soundwave just stared at Airachnid like if she hadn't said anything at all. She talked, but he didn't hear anything. Only sounds Soundwave could hear was noises that didn't come from vocalizers. The ship's hum was still there, their footsteps were loud and clear and all random clicks and screeches he could hear with ease.

"Oh come on now. You can't be serious about recharging in the hallway while standing?" Airachnid waved her arm in front of Soundwave just to be sure he was awake. This was more peculiar than his usual silence. He didn't even respond with a recorded voice.

Soundwave soon understood that not even his face screen worked. No telepathy, no voices, no records. What was there left to use to communicate with others around him? He shook his head and hurried towards the bridge, leaving Airachnid stunned.

While he was on his way, he ran diagnostics over and over again to try and find answers. Each run resulted with nothing being wrong. But something definitely was wrong, and as much as he didn't want to admit it, the only explanation left was that Shockwave did something to him, again. The thought of being tampered by the scientist made him feel repugnant. Not only that, the medical duo was there too, watching him in his helpless state.

When Soundwave entered the bridge, he saw Megatron and Starscream in front of the main screen. They didn't pay any attention to him and that was the only good thing at the moment. Soundwave started to type simple commands on one of the consoles, but stopped soon after. What he had typed was total gibberish and all he got back was errors popping up everywhere. An alarm started to blink on the screen and it made him back off from the console in disbelief. He looked at his hands and then looked at them two in front of the bridge. Both Megatron and Starscream were now staring at him.

"I see you're up and running again, Soundwave. But what in the world are you doing?" Starscream asked angrily before Megatron could, and started walking towards Soundwave.

To Soundwave the seeker didn't appear to be very happy when he approached. How could he explain all this to them when he had no ways of doing so? He looked at Megatron who had crossed his arms and had a very inquiring expression on his face plates. This situation apparently went from good to something very bad. Starscream got closer and the only thought he could think of was to flee from the bridge. It appeared to be the only option for him, and before the seeker could come any closer, he took steps away and ran out of the bridge.

"Soundwave! Come back this instant, you malfunctioning lab scrap!" Starscream yelled, only to watch his command being ignored. "What the..?" Soundwave had again succeeded creating confusion on the Nemesis. Starscream turned to Megatron, who looked perplexed as well.


	4. Chapter 4

Knock Out was once again able to convince the Vehicon, who controlled the groundbridge, to let him through it alone. The usual explanation of being in need of medical supplies worked wonders. Of course he'd get the supplies first, but that didn't mean he couldn't go for a race afterwards. A few hours spent conveniently 'gathering' the materials didn't hurt, unless he was caught. Even that seemed unlikely now that everyone was busy with Shockwave. The memories from the medbay came to his mind and he felt a chill run through his body.

The night sky looked pretty when he came out from the groundbridge. The cold air made the stars even more bright and Knock Out turned to gaze at the almost full moon. Perfect weather for a few tours around the town that he had picked randomly from the map. He was stretching a little and preparing to transform when the groundbridge opened again on the same spot just behind him.

"Hey I just got here!" Knock Out didn't want to turn and see who came out of it. "I haven't had the chance to get any sup-" Knock Out was cut by a sudden impact on his back, and that sent him flying forward, only to land on the rocks in front of him.

"Primus! What kind of an idiot are you?" Knock Out shouted angrily as he pushed himself up, his front paint full of scratches. His anger soon switched to confusion as he saw Soundwave next to him getting up. "What in the world are you doing here?"

Soundwave straightened himself and quickly approached Knock Out, grabbing his arm and putting a medical scanning device on his hand. He had had a hard time tracking down the medic and it was pure luck that he'd seen him go to the operating room of the groundbridge.

"Uh.. Isn't this Shockwave's thing to do?" Knock Out looked at Soundwave but the silent mech didn't give any hints of anything, just stared at his way. "Look.. I can't do anything. I've already scanned you and there's nothing wrong with you." He shrugged and was giving the device back to Soundwave.

The communication officer shook his head and grabbed the device, pulling out a wire, which he attached to the side of his head. After that he quickly turned the scanner on and forced Knock Out to take it.

"Fine! I'll go through this again just for you." Knock Out looked defeated and while the scanning was running, he was staring at the panels of the device with a blank gaze. Soon his expression changed from blank to being astonished. He noticed that the readings were off the scale and weird things started to pop up. The scanner was the same he had used earlier, but this time it actually showed results. It seemed that Soundwave had upgraded it with his vital statistics and other structural information. The data Knock Out was looking at was so different from others that it was no wonder the first scan didn't pick up anything. He looked at Soundwave with worry and was about to say something, but thanks to the results he knew it was no use. His words couldn't be heard.

The feeling Soundwave got from Knock Out's behavior was creating a panic in him. The utter silence around him was starting to make him crazy. He grabbed the medic's shoulder plates and Knock Out could feel the dark mech's arms trembling.

"Ah. I got in idea." The red sportscar's expression lightened up and he looked around the ground looking for something. He pushed Soundwave off of himself to pick up a dried wooden stick off the ground. With it he started to write onto the sand: 'Can you read this?'.

Soundwave nodded and the tension in him was gone in an instant. Finally he had someone who understood his situation. Apparently Shockwave has a flaw in his plans, whatever they were.

Knock Out grinned and wrote 'About time you stopped being so secretive.' and pointed at the scanner and then at Soundwave, who didn't seem to be very happy about it.

'We need to go to the medbay. Tools needed.' Knock Out tossed the stick afterwards and contacted the groundbridge operator.

Soon the vortex opened and Knock Out started to walk into it, but stopped when he saw Soundwave wasn't moving. "Come come." He did a motion for him to move in too.

Soundwave only shook his head and moved his arms back and forth, horizontally in front of him a few times. He had no plans of going back in his current condition. The Nemesis felt like a death trap because he couldn't anticipate anything that was going around him. Knowing what others were thinking had always been a norm to him. He couldn't even pick up transmissions of any kind and all this made him feel like he was deaf.

Knock Out looked at Soundwave and raised his arm up in air, motioning about something very tall. Then he used two of his digits to make a walking signs on his palm, ending the gestures with one digit making a whirl next to his head. All that made him get a nod from Soundwave. "Yeah, I figured that out, okay." He nods in return and motions for Soundwave to stay still while he disappears into the groundbridge himself.

The area where Soundwave was standing alone had small trees here and there. The night sky with stars and moon lit the ground and made the terrain give long shadows everywhere. It looked calm and for a moment he forgot the problems he had. Far away in the horizon, a few tall buildings pointed towards the sky, breaking the horizon line. He assumed that was the place where Knock Out was going to 'pick up' supplies.

It didn't take long and the groundbridge appeared, only now further away from the previous spot. Knock Out hurried out and looked back to see the vortex vanish. He was carrying a toolbox that was so full of equipment that it wasn't possible to close the lid. Without a word or glance at Soundwave he picked up the wooden stick and wrote; 'Megatron and Shockwave busy arguing about you. No one noticed me. Bridge coordinates deleted. Lets begin and hope I can help you.' Knock Out looked troubled as he started to sort the tools. He was also attempting to hide their life signatures from radars with a small forcefield apparatus. Hopefully everything worked since he had a very bad feeling about all this.

Soundwave watched the medic pick up a device similar to the scanner and pointed at his own scratched, red chest. As he tapped it a few times, Soundwave understood what he wanted. His chest plates started to move and soon revealed his spark chamber for Knock Out.

"Oh, this is what Breakdown saw.." Knock Out frowned and looked at the small object inside Soundwave's spark chamber. He took a closer look just to see the delicate work behind it. Even the smallest details made it look like the round device was part of Soundwave, but scans showed it wasn't. Again he picked up the stick to scribble on the sand while holding the scanner. This time he didn't just write, but also drew a picture of what was inside and other details, including how it was attached to Soundwave.

The silent mech watched the scribbles for a while, and all of a sudden he simply stomped once on the writings, messing it all up. How long had this thing been in him? He had not met Shockwave after he left Cybertron eons ago. According to his own memory files, there hasn't been any occasions should he have had the need for medical attention either. Everything was working as it should have for so long, or had he just gotten used to it? Gotten used to what? That he had no control over his certain behavior? Did the scientist modify his system files to not show the errors the device would cause? Soundwave had many questions to ask, and one thing bothered him even more, and it came down to one simple question; 'Why?'

Knock Out could easily see the frustration growing in Soundwave since he wasn't even trying to hide it. He was planning on how to remove the device, but before he could do anything, the medic saw Soundwave raise his digits close to the open spark chamber.

"Don't do that!" Knock Out shouted in distress and quickly grabbed Soundwave's arms.

Soundwave was standing still, and no matter how hard he tried, he couldn't move his arms closer to himself. Even Knock Out had no trouble holding his arms, and soon the medic let go of his grip. It wasn't hard to guess, after seeing the video, that this was a security measure to prevent Soundwave from attempting to hurt or kill himself again.

Knock Out looked at the other mech with a lot of questions in his mind, and he would probably ask if the other one was able to answer. Although it would be a totally different story to actually get answers. He took a small welder from the toolbox, and with little effort he attached it to himself by transforming his arm around it.

"This will hurt." Knock Out mumbled, knowing Soundwave couldn't hear him. He had read from the scan results, that nothing he had, would help ease the pain. Even more brutal process would be to disable pain-detecting elements before the operation.

Soundwave looked at the medic, and then pointed at the two idle tendril heads, resting in their alcoves right below his spark chamber.

Knock Out nodded. This wouldn't be easy at all, no matter how he tried to think of solutions. Triggering Soundwave's unwanted self-defense would hinder his attempt to fix him a lot, or make it nearly impossible. The closer he brought the welder towards Soundwave's spark chamber, the more nervous he got.

"Just don't kill me, ok?" Knock Out tried to tell a joke to himself, but his body wasn't listening his try to make him feel less nervous.

When the medic almost touched one of the wires inside Soundwave, the tendrils reacted with full force and slammed onto Knock Out, sending him flying backwards. He cut a few smaller trees on his way and finally stopped after sliding on the grass. The impact was so strong, that even Soundwave staggered backwards and fell into a bunch of bushes.

"I said 'Don't kill me', and this is exactly that!" Knock Out yelled from the trench his landing had made. He was lying in it, arms and legs spread like he was about to make dirt angels onto the ground. He looked at the night sky, thinking how in the world he could fix the dark mech. After a while his thoughts wandered from the problem to other things, like how much grass and dirt he had inside his armor, and how much time it would take to clean himself and polish the scratches off.

Since Knock Out wasn't moving, Soundwave approached the medic with haste, only to see him be just fine. He shrugged and relaxed again, letting out a hiss from his ventilation system. They needed to figure out a way past his tendrils.

"I see you're as good at landing as I am." The medic laughed a bit as he saw Soundwave having his armor full of broken branches and leaves.


	5. Chapter 5

Megatron and Shockwave were discussing Cybertron on the Nemesis' bridge, when Starscream interrupts them.

"Lord Megatron, it appears that Soundwave and Knock Out have gone missing." While the seeker was walking towards the front, he continued. "Added to that there are a few other inconveniences according to Airachnid. We haven't been able to locate either of them and the groundbridge is out of order. Considering what has been going on recently, I can tell that this is not just a coincidence."

"I shall find them without any delay." Shockwave said.

"But how?" Starscream asked, looking doubtful.

"I have my ways of doing things, like you have yours. If you're willing to tell me your methods, I shall tell you mine." Shockwave left the bridge in a hurry.

Starscream looked at Shockwave's back, annoyed, as he walked away. He didn't like the scientist at all, since they were too similar to each other, except Shockwave did the act a lot better than he did. The seeker was also wondering why the purple mech was so eager about Soundwave.

Shockwave entered the Nemesis' deck and as soon as he got a bit distance from the entrance, he quickly transformed to his alt-mode and stormed off. He had plans and he would not allow anyone to interfere with him. The red medic was a threat to him now, and if possible, a disposable one.

While he was on his way towards the familiar signal that no one else could sense, Shockwave was creating many different plans to get rid off the obstacle. One of them was simply to terminate Knock Out on the spot when he finds them. It was a race against time, since Soundwave wasn't a mech without options to make things go his way. This had been proven countless times in his laboratory on Cybertron. Each time Shockwave would come up with a solution to keep his test subject under control, he'd find away to free himself. And if it required hurting himself, Soundwave would do it without a second thought.

The closer to the signal Shockwave got, the lower he adjusted his altitude. Soon he was flying right above the treetops. Before he got a sight on Soundwave, he turned his jet engines off, gliding towards his target like a silent predator.

* * *

><p>"This is annoying..." Knock Out had lost count on how many times he had had to get himself up from the ground. He had actually managed to quickly snipe off one of the wires, but the sad part was that it had no effect. They both came to a conclusion that the whole device needed to be removed in order to get everything back to 'normal'.<p>

Soundwave could only help the medic up and hope for the best. It wasn't like him at all but he had no choice. He had to get rid of the thing inside him, since he had a hunch that Shockwave was up to something bad, and he definitely didn't want to see it come into fruition. Especially if he himself had a part in it.

They had figured out a small hindrance for the tendrils to not attack Knock Out directly, and that was simply for Soundwave to block them off with his arms. It didn't work for more than a few seconds, but it was enough.

"Here goes again." Before Knock Out could get anywhere near Soundwave, he got attacked by tendrils again. He expected to be thrown to the ground again, but this time the force was a lot stronger. He yelped in pain as his shoulder armor, on both sides, were pierced by two tendrils, which sank deep into his body. Everything happened so fast, and with a strong pull he was lifted off the ground. Knock Out grimaced and grabbed onto whoever had invaded him, only to have his expression change from anger to a fear. He looked down and the moonlit ground was far below him. The medic looked up to see only a dark silhouette of something big.

When Soundwave watched Knock Out being snatched away by Shockwave, he tried to changed into his alt-mode, succeeded in it, and immediately went after them. Knowing Shockwave, it won't end up very well, at least not for Knock Out.

"I should have known better. But now is the time to correct my error." Shockwave said with a cold tone as he kept ascending and took a note on Soundwave following them.

"You won't get away with this." The red sports car tried to contact Breakdown with comm-link, but heard only static in return. "If you do something to me, Megatron will know it!" Knock Out tried to reason with the jet, he didn't like the idea of hanging way too high above the ground at high speed. He liked speed, but only when his own tires were licking the road.

"Do not worry, if you're not able to tell him, I will tell. And by that I mean my own version, of course." Shockwave's engines roared at the same time. "It's quite long trip down, my dear grounder. I'll be watching the show."

Knock Out looked down again. "You wouldn't..." He felt his body was cold all of a sudden, and the numb feeling he got from the words didn't make it any better. Knock Out could barely see details of the ground, and a few very tiny light spots were here and there made him tighten his grip on Shockwave's tendrils.

While Shockwave was ascending, the medic thought he recognized an airplane below them. The sun was getting up, and the rays hit it, revealing its familiar shape to Knock Out. Soundwave's presence gave him hope but it was crushed fast, as Shockwave's other tendrils forced his grip off of himself.

"No!" Knock Out cried out and tried his best to get a hold of anything to prevent himself from falling, but it was too late. The tendrils let go of him, and he saw the bigger mech's silhouette above getting smaller. It felt like the wind was tearing off his armor plates even harder than before, and it hurt. He didn't know which was worse; seeing when he'd hit the ground, or his current position of falling backwards without knowing when it would happen.

Soundwave had trouble keeping up with the stronger flier, and as he saw what happened right in front of him, he started to descend as fast as he could. If his quick calculations were correct, he might be able to catch Knock Out before it was too late to correct his course, or they would both hit the ground.

As the smaller jet got closer to his target, he could see the fear and panic in the medic's optics. The ground was getting closer and fast, and there was not much time left. Soundwave pushed his tendrils out to get a hold of Knock Out's reaching hands, and he succeeded.

"Up up up up!" Knock Out shouted when he saw the ground's details clearly getting closer from the sidemirror on his arm door.

Soundwave had underestimated the gravitational pull of them both, as his calculations for the total weight he would have to lift up were wrong. No matter how much, and how fast he tried to change their landing course, it wasn't enough. Even Knock Out could tell that something was wrong, and he looked at Soundwave with a sad expression. This wasn't a very glorious way to go.

The need to save someone's life to save his own had never before happened to Soundwave. Now that he was right in the middle of it, it felt terrifying. He had made a mistake and it would cost him dearly.


	6. Chapter 6

Soundwave succeeded to ascend more, bringing them both to a less deadly angle, but the wind's pressure made his right horizontal stabilizer snap clean into two pieces and tear it totally off of him. It caused him to lose his flight balance, and with a very sharp, uncontrolled flip to the left, he lost his grip on Knock Out. The medic didn't have any better chances at holding either and the last thing he saw, was a clear blue sky full of early sunrays.

The broken part made it impossible for Soundwave to correct his balance. With high speed rolls his wingtip touched ground, which made him crash into the rocks and trees. The noise he made could be heard far and the nearby animals either ran or flew away in fear.

When Soundwave finally came to a stop on his crashlanding, he had hard time to transform to his bipedal form. The front and the wings of his alt-mode had taken the most damage, making him full of dents, scratches and ripped off armor. He got slowly up from the ground, leaking energon from wounds everywhere in his body. Soundwave also noticed Laserbeak had lost the lower, right pair of wings, making it barely able to hold it's place on his chest. It explained why he crashed.

The metal had bent so bad on Soundwave's right leg, that he couldn't use it for walking at all, and his right arm was barely functioning, only hanging back and forth sluggishly. Internal alarms kept blinking inside him as Soundwave kept limping towards the area he knew the medic had landed on. If he himself was in this condition, he could only assume the other one was in the same shape, or worse.

The closer Soundwave got to Knock Out, the worse he felt. On his way he had picked up a piece of red metal, but he couldn't figure out what part it was. Soon he could see something red in the rocks and bushes and when he got to the spot, he had to turn his head away from the view. Even during his gladiator tournaments, after winning a match, he simply walked away from the arena without looking actually how he had ended the opponent's life. And during the war, on Cybertron, he avoided fights as well as he could. But now he couldn't do that.

Knock Out was lying on his chest on a pile of small rocks, face down. It was clearly visible that his helmet had a crack from back to front, since energon was seeping our profusely. The medic's legs were crushed almost shapeless, like his chassis armor, since he had landed onto the solid rock. It had not given in under his body, and it had done the job ripping him into pieces when he had bounced off of it. Both arms were gone, other from the elbow, other had bent off from his shoulder, and the wheels on his back were nowhere to be found with a quick glance. Energon was leaking out a lot and Soundwave forced himself to go closer to check if Knock Out was still alive, and he was, though just barely. Now all he had left to do was to find a way to contact the Nemesis and ask for an emergency groundbridge. He looked up and couldn't see Shockwave anywhere either.

After a very short moment, like Primus had known Soundwave's thoughts, a groundbridge appeared close to them. Question would be if it was the Autobots, or his own kind.

Breakdown came out of it first, Airachnid following right after with a Vehicon army that looked like they were preparing for a battle. Soundwave turned to them to go back to Nemesis, and for his surprise, Shockwave came out last from the groundbridge.

All of a sudden Breakdown started to run at Soundwave.

"You freaking spark failure!" The assistant yelled and transformed his hands to hammers and his swings were too fast for Soundwave to dodge in his current condition. First he got a hit to his shoulder plates, making the spy stagger, and Breakdown didn't seem to stop just to that, and he looked very angry for a reason Soundwave didn't know. The next hit he got right to the side of his head, sending him flying quite a distance, only to land on front of Shockwave's pedes.

"Stop, Breakdown." Airachnid commanded. "You're not supposed to kill the suspect before we interrogate him. Megatron's orders." The spiderbot yelled, and also commanded the Vehicons to pick up Knock Out and every piece that belonged to him.

"My my, I found my little runaway." Shockwave looked down at Soundwave, who was struggling to get back up because now his body hurt even more, and his head was once again blurry, this time from the hit.

"As soon as I am not there to watch, you decide to go on a rampage." Shockwave scolded.

Soundwave stopped moving and just slumped back to the ground. It was no use for him to try get up and if Shockwave wanted to move him, he'd do it by force anyway. Why was he attacked? Why didn't they follow Shockwave from the beginning? And how was he able to get back to the Nemesis that fast? Why were the Vehicons with them like they were about to fight? Nothing that happened just now made any sense to him and it started to get on his nerves. The frustration he had felt earlier came back tenfold, now added with arising anger that he had forgotten how it feels.

When Shockwave lifted Soundwave up, no one saw the small and smooth movements of his arms. He injected his own version of the sedative, which he had had the time to get from his ship, into the broken mech's neck. Having hidden needles modified into his own digit structures made it perfect for sniping in drugs on whoever he was in need to carry.

Soundwave felt the shot and tried to struggle off, but very soon he couldn't feel a thing. Everything around him became soft and muffled, and the mechs around him moved like in a hazy slow motion.

As soon as the Vehicons had picked up Knock Out and his pieces, everyone disappeared into the groundbridge. When the green glowing vortex disappeared, another one appeared next to it, and the Autobots ran out, ready for a fight. The battlemarks on the environment, and no one else but them around, left the whole group of new arrivals baffled.

* * *

><p>"I refuse! You said it yourself that you're not a medic!" Breakdown shouted at Shockwave. He stood in front of the medbay's doors, blocking its entrance, and continued. "Look, I saw what you did, and I have somewhat good understanding what you are capable of doing, and just because of that there's no freaking way I'm gonna let you fix Knock Out! You get the pit outta here, now! Go find yourself other peeps for testing!" The assistant was very pissed off and he didn't save words or actions to show it.<p>

"As you wish." Shockwave said blankly, and without reacting to such an outburst, he turned and started to walk away from the medbay. If he had faceplates, he'd grin like he had gone mad. It is always very nice when others fall into the trap you've set for them.

Shockwave walked through the hallways towards the brig, thinking through all his plans. He anticipated Breakdown's medical skills to be inferior compared to his, which would make Knock Out's recovery a lot slower than if he had to do it instead. The purple mech indeed was a scientist, but that didn't mean he didn't know anatomy inside out due to all the countless experiments he had done. The red sportscar shouldn't be back in business for quite a while, and the longer, the better. It won't even matter if he, after recovery, goes and spills all out that has happened. It would be no problem if he got the blame for trying to kill the medic, since Shockwave gave a warning not to mess up with him, and Knock Out didn't listen.

* * *

><p>Before Shockwave could get to the brig, he was blocked by a crowd of troopers standing in front of the brig's open door, and they were looking inside. Since he was a lot bigger than others, he had no trouble seeing over them and notice that there was even more of them in the brig. Forcing his way through the growd he got angry growls, but the sounds quieted down quickly when he turned to look at them.<p>

"Apparently you drones aren't as mindless as you should be. I might correct this error later." The purple mech noted out loud. His words were heard and the crowd literally cleared the way for him. How much a few chosen words could do to others. It was always a sign of intellect when one was able to feel fear when threatened.

The path the troopers made led directly to the only prisoner in the room. Earlier Shockwave had come to a conclusion, that the electromagnetic force on the brig's stasis cuffs wasn't enough to hold his toy still, so instead of hanging from the cuffs at the ceiling, Soundwave was tied up with multiple titanium chains. Not only his arms were tied up, but his legs were also tied with chains, to the floor. The arrangement made it impossible for him to move much. But he wasn't moving, since Shockwave's drug was still affecting him. Only the Vehicons and Eradicons around him were moving, and some were right next to him. Some looked at the almost unconscious spy very curiosly, some dared to touch his now fixed body like they had never seen anything like it. Soundwave was always the quiet and mysterious one, and almost everyone was dying to know at least a little bit of him. This was their chance of a lifetime to have a good look, or even more, without anyone interrupting. Or so they thought.

"I shall count to three." Shockwave waltzed in with heavy foot steps, and both of his arms, on their full lenght, transformed into a multibarreled, purple glowing cannons.

Every trooper around the area, probably never in their lives, had ran away so fast, and the sight pleased Shockwave. Soon after he returned his arms back to normal he chuckled a bit.

"Anyone should know that weapons that size aren't meant to be used inside." The scientist said with cold sneer and looked at Soundwave, who looked very compelling in his helpless state. Now they were alone and by the slight movements Soundwave made, it appears that the sedative had started to wear off.

"Dear Soundwave, you always have such a perfect timing, even when you're so persistent on trying to avoid me." Shockwave stood in front of the prisoner, grabbing Soundwave's chin and lifting his head up.

"Such a spark breaker you are. What would I do without you? The countless failed experiments I have encountered on Cybertron, after you left with Megatron, just isn't bearable." He continued with a passion.

"I cannot keep my promise to you, although Megatron kept his promise to me by not killing you. I failed to predict that the limiter I installed into you, you would still have so much strenght left to make the match against Megatron a draw. You were supposed to lose and return to me." Anger could be heard from Shockwave's frigid voice, and as he was still holding Soundwave's chin, his claws twitched and caused scratches on the metal.

"I was betrayed by both of you. I should have known Megatron would take you under his wing after you proved to be a worthy ally. And it was a perfect opportunity for you to slip away from me."

Soundwave was in a groggy state and just stared at Shockwave, until he realised that he was able to hear him and heard his whole speech. It caused the anger to arise in him again, and as he couldn't move much and heard metallic chinks from the chains, he looked up, breaking free from Shockwave's grip. Soundwave saw he was tied up and it made him struggle, yet again. The chainholders started to creak and that caught Shockwave's attention.

"Now now, I won't let you escape again while I'm away." Without more words, he lifted his arm next to his toy's neck, injecting a new dose of the sedative into him. Before the drug started to take effect, Soundwave cursed Shockwave to the deepest levels of the Pit in his mind before falling into the slumber again.

"I will do everything I can in my power to make you worthless to Megatron." Shockwave's quiet and monotony words echoes from the brig's walls as he turned to leave.

"Now if you excuse me, I have other, less important matters to attend." He stopped at the brig's door before leaving.

"And then I shall take you back."


	7. Chapter 7

"According to Breakdown, Knock Out's body was full of battle marks, most of them matched to Soundwave's tendrils." Airachnid mumbled while she and Starscream were standing in front of a monitor.

"Same goes to Soundwave. He was damaged, badly, in Shockwave's words." The spider continued and kept typing on the keyboard.

"So they had a fight, for a reason we do not know." Starscream shrugged his shoulder plates and seemed not to care less.

"If only it wasn't Lord Megatron's orders, I'd just simply put the spy out of his misery." Which would be only better for Starscream, although he was afraid that the misery might fall upon himself instead. Their leader has behaved oddly since Shockwave arrived.

"Something seems off." Airachnid stopped typing and looked at the facts written in the display. She looked at Starscream and grinned a bit. "You'd put Soundwave offline after trying to kill someone? The one who literally has never failed his Lord and Master before. When you-" She was interrupted by Starscream putting quickly his arm in front of her mouth.

"Silence! Let us not go there, shall we? If I'm not totally wrong, we both have some... Lets say... inconveniences, in our past." The seeker stared at Airachnid with a look that made her nod fast in an agreement.

"Lets not. We have our orders and we better accomplish them properly this time. I assume you don't want to be on our Lord's bad side again after all the struggle to get your respect back?" Airachnid kept talking without waiting for an answer. "Me neither, and ...killing the spy would do exactly that."

"We're not progressing in this before either Knock Out or Soundwave starts talking. And the latter is already repaired but not willing to say a single word or thought. That is what puts it all off." She scratched her helmet a little while staring somewhere down, in her thoughts.

"What you mean his silence is odd? He's always been silent. As long as I remember." Starscream spread his arms in a little confusion.

"Not like that. If you were your Master's... most loyal servant, wouldn't you at least try to defend yourself?" Her words were like poison to Starscream's audio receptors.

"Oh, please." The seeker felt disgusted. "Being able to defend yourself, especially with words, is just to prolong your own inevitable doom if the need for it arises."

"You're saying that he wants to be offlined?" Airachnid looked at Starscream with curiosity.

"No... well... Maybe." The seeker hisses. "I don't know. Maybe we should just make Breakdown hurry fixing the doctor so at least one of them could start spitting the truth out."

Airachnid grabbed a data pad and started to walk away from the screen like she had just won. "That's not a bad idea. I'll go and fetch some more facts out of our brutal assistant. You may stay here guarding the bridge since you're so good at it." She lowers her tone of voice to the end when she turns at Starscream at the door. "Have fun."

"You... " Starscream clenches both his hands into fists. "Whatever..." He suppresses his annoyance and looks around. Where is their Lord anyway?

* * *

><p>Breakdown had been working intensely to stop Knock Out from leaving them. He was exhausted when Airachnid entered the medbay, and was standing next to the medic's berth, back at her.<p>

"I'm not interrupting anything important, am I?" The spider asked quietly from the entrance, powering the data pad.

"Nah. If you had come a bit earlier, I would have forced you out." He shut the tiny welder and turned to face her. His expression was somewhere between angry and helpless.

"Starscream has his own conclusions of all of this, but I doubt Lord Megatron will be very happy when he hears them. So here I am, once again in need to ask you a few questions."

"Hah, go ahead. Knock Out is stabilized now so I can take a lil break." Breakdown leaned against a tool table, which creaked a little bit under his weight.

"I know you were in a hurry back then, but now I need more details about what happened and what you've found out." She was ready to type on the data pad.

"Well... I can't think of much more, other than Knock Out was pretty damn badly beaten up. I've never seen anyone get marks like that in a simple combat." He shook his head and looked at Knock Out.

"What kind of marks?"

"Uh. You know when you get smashed pretty hard and the whole armor structure gives in? That kind of. Just look at this." He stands up and walks up at the medical berth and points at the lower part of Knock Out's crushed legs.

"No matter how hard you hit someone, this shouldn't be even possible. That cursed spy isn't that strong, even when he kicked me and I got to taste his strength, he isn't... "

"Wait, what? When did he kick you?" Airachnid came closer and looked at Breakdown very demanding. It made the assistant a little bit nervous although the spider was a lot smaller than him.

"I-I was there when Shockwave fixed Soundwave for the first time after he had collapsed in the bridge." He managed to stutter out and turned his head away from Airachnid's burning stare.

"I see. Interesting indeed." She typed all that quickly into the data pad and smiled at Breakdown, on her own devious way. "Yes, it is not possible for someone get hurt like that in a combat." Airachnid casually points at Knock Out's legs while keeping her eyes on Breakdown. "When Shockwave fixed our spy, did anything else happen?"

"I'm not sure if I should tell. I have a feeling something bad will happen if I do..." Breakdown looked at Airachnid with a sad expression. "I mean, Knock Out was there too, watching Soundwave getting fixed and he..."

For a moment both didn't say a word. Airachnid was in her thoughts thinking all of the facts through and Breakdown just stared at her. Then all of a sudden the assistant got angry and started to run out of the medbay like he was on fire. He almost smashed through the medbay doors when they weren't opening fast enough for him.

"Hey! Where do you think you're going? I haven't finished yet!" Airachnid decided to follow and changed into her spider form to keep up with the rushing assistant.


	8. Chapter 8

Breakdown ran through the hallways and the route he took seemed to lead to the brig.

"I'm starting to see a pattern here. But we have our orders. Do not fight fire with fire!" She yelled while trying to catch the other one. This won't be good if he gets his hands on Soundwave when the other one isn't even capable of defending himself.

"I don't care!" Breakdown yelled back and stomped forward. He didn't stop until he reached the brig's doors and looked inside from the small window on it.

"I had to stop back there, but I can't hold back anymore." He mumbled as he entered the brig, walking right at Soundwave, who twitched a bit and lifted slowly his head towards Breakdown.

"I should put you into the same condition as you put Knock Out!" He changed his right arm into a hammer and made a few threatening moves in front of the spy.

Soundwave shook his head sluggisly, struggling a bit, making the chains chink against each other.

"No? Why did you do it, huh? Because you don't like your privacy invaded?" Breakdown continued and span around once to speed up his hit.

Airachnid managed to arrive just on the moment to see it all happen.

The hit landed directly to Soundwave's abdomen, which made the spy spasm as much as the tight chains would allow. His inner alerts started to blink again. It was also a notice for him, that the sedative he had gotten from Shockwave, had started to lose it's effectiveness. The first dose he got lasted a lot longer and Breakdown's hit made him wish the next one had lasted as long.

"Was I supposed to be your next target after you had gotten rid of Knock Out, huh?" Breakdown was readying his next hit.

"Breakdown! Step down now! You-" Airachnid didn't get to finish her sentense as she got to witness the second hit.

Soundwave felt the pain grow stronger the more the sedative wore off. This was no good at all if Breakdown kept whacking him like that. Little bit of energon had started to leak from under his armor and he lifted his head to look at Airachnid who was doing her best to stop the assistant from smacking him shapeless.

"Enough!" The spider shouted and used her web ability to tie Breakdown's arms against his own body. "When I say you stop, you better listen." And with finishing touches, she glued him with her webs onto the floor right next to Soundwave.

"No hard feelings, Soundwave. I couldn't stop him earlier." Before she transformed back to her bipedal mode, she picked up the data pad from one of her legs.

"You two are making this rather difficult for me, and I haven't planned on failing our Lord because of it." Airachnid walked slowly around them both. Only the delicate footsteps of hers could be heard in the brig. She stopped in front of Soundwave, looking at him, lifting one of her digits on her lip and tilted her head a little.

"You do know all the evidence we have is against you, and Starscream stated already that he'd more than willingly put you offline if it wasn't for our Lord's orders to keep you alive." She turned to face Breakdown, who had calmed down a little from the initial attacks. "And you... Stop beating the prisoner, or do you want to feel Lord Megatron's wrath? I do not recommend it although you've seen a little of it already."

Airachnid felt a little of the stress leave her after everything had calmed down now. "Where were we?" She looked at her data pad and typed some more into it.

"Ah yes, from the first signs of your treachery happened in the bridge, as you caused one of the main computers to crash and which still is not functioning. Already before that you had an encounter with me, and you were already acting weird. I should say you weren't in front of me although you still were. Do I make any sense?" She looked at Breakdown who nodded, and then glanced at Soundwave who responded with a nod too.

The pain had removed most of the dizziness from Soundwave and he had started to think about his situation. The more he went through all that had happened, the more it started to look like he had planned all of this mayhem. His relief is that whatever happened to the limiter in his chest, at least he is able to hear others now.

"And this is the odd part. When Knock Out went out using the groundbridge, you Soundwave, went after him, but there's no coordinates or data left of the groundbridge usage from you, only Knock Out's. And even that does not match with the location where we found you two injured." Airachnid took a pause and looked at Soundwave a little bit confused.

"It's like you just disappeared from the first location and landed on the second from thin air." She paused and looked like she got an idea.

"From thin air eh. That's it!"

"What? But Knock Out can't fly. It wouldn't be possible for Soundwave to carry his size either." Breakdown shook his head and looked at Soundwave. Airachnid was right, something is way off here now.

Hesitantly, Soundwave tried to use his facial screen and it succeeded in making a buzzing noise coupled with its usual waveform clip. Since his test was successful, he tried using his telepathy to reach Airachnid and Breakdown, but that made them writhe a little. As soon as he noticed that, he stopped and shook his head.

"Ouch, hey. Why'd you do that for?" Breakdown gnarled.

"Unhh, instead of making gibberish sounds, why not defend yourself a little better? Or am I to assume that you don't want to defend yourself, just like Starscream said?" Airachnid spat out and looked at the spy, irritated by his behavior.

"Oh hey right... I have to tell one thing off of my spark. Airachnid, when we were watching him getting fixed, Shockwave showed me and Knock Out a video." He stopped and looked at Soundwave with a frown, who stared back at him without moving.

"He can't talk. He doesn't have a vocalizer."

When Breakdown finished, Soundwave turned his head down. The memories of the whole event came to his mind and what he could tell from it, they probably saw Shockwave's security clip. The feeling he got was very familiar to him. The loneliness, the pain, the constant torture of whatever experiments he went through. Then he remembered Shockwave's words about his plan of taking him back and he couldn't help himself but to struggle in the chains. If only he had known how his torturer reacted to the ancient old events, he would have prepared himself for the next encounter with him. Although considering what has happened, it more or less wouldn't have helped anyway.

"Oh. How interesting." Airachnid looked at Soundwave with a small grin. "Anything else I need to know that would enlighten the situation even more? Starting with trying to explain why you are not using your lovely recorded voice clips, or why we just experienced gibberish and painful noises in our heads?" She started walking around them again, holding the data pad with her arm that was resting on her waist. The other hand was closer to her head, digits slowly going back and forth her lower lip.

Soundwave looked at Airachnid, thinking about the situation he was in. He had the limiter in him and showing it to her would hopefully solve this case. But it would also expose his very spark to the spider, who earlier had cursed and threatened to kill him. Back then Soundwave put her in her place but this situation was different, his tendrils wouldn't be enough of a defense against her. How could he know she wouldn't just go for his spark if he gave the chance for it, even if Megatron wanted him kept alive.

When Airachnid stopped in front of Soundwave again, he decided to make a gamble for his life. It would be either death by the spider or die on the test table if Shockwave's plan succeeded, and he'd rather be offlined by the first option. Slowly he let his chest plates move aside, revealing his spark chamber to Airachnid, who looked very ablaze.

"Oh hey that's the thing I saw! Shockwave threatened to offline me for asking questions about it." Breakdown interrupted and Airachnid hissed at him.

"You stay quiet." She continued with a whispering hisses, and focused on Soundwave again.

"So, Soundwave. You're trying to tell me that the weird behavior we've witnessed from you, is because of this... object in you? I can't be far off." Airachnid took a few steps closer.

The spy couldn't do much but to nod in agreement and as the spider came closer, he closed the chamber quickly in front of her.

"I see. You'd rather keep it in you than let me rip it off." Which she actually meant, his spark or the object, would be left unknown. She didn't even try to hide her glee and laughed a little.

"Since I know very much about this whole situation, I would gladly report my findings to our Lord." She typed on the data pad and laughed again, this time with more evil tone.

"But alas, I might have forgotten to do so. Unless..."

"Hey, that's a very cheap thing to do!" Breakdown said out loud and tried to get himself off of the sticky webs.

"You surely do have hard time following orders." Airachnid turned to the assistant and splatted web right on his mouth, leaving him mumble the rest he tried to say.

"I said: stay quiet!"

Soundwave had expected this to happen and he was waiting for her to tell what she would want for the exchange. There wasn't much he couldn't give, but somewhere deep in his processor he hoped it wouldn't be something too demanding. The fact that mattered to him now was to prove his innocence in this whole mess, and Airachnid was currently his biggest chance for that until Knock Out was repaired.

"Simply put, I want access to all of the information. This means not only the archives in the Nemesis, but everything in you as well." The spider said blatantly while tossing the data pad up and down with one hand.

When it came to be demanding, it seemed Airachnid knew how to play the game. Her words felt like she wanted a good payback for the humiliation he gave to her on the bridge. Soundwave thought for a moment, and the choices between Airachnid and Shockwave, the spider would win again. He nodded slightly, which made her wrap up her writings on the data pad.

"This better be good." Airachnid quickly pulled a cord out from the side of her head. Since Soundwave was hanging a lot higher than she was tall, she had to change to her spider form to reach the spy's head. She carefully plugged the other end of the cord to Soundwave's side of the head. She knew if she touched him more than necessary, she'd be in trouble.

The moment they got connected, Soundwave turned his head to the side in a twitch, away from her hand. He had gotten used to invade other processors, but to have to let someone else invade his, it hurt a lot, especially with the rush she went in. Airachnid's presence in him felt like acid had been poured in which was melting everything. He looked at her and what could be told from her face plates, she seemed to enjoy the whole process a lot.

"I have to admit I didn't expect you to be this desperate." She said quietly, without any mock in her tone, and closed her optics. The information was almost literally scavenged off of him and the flow was soothing her thirst for knowledge. It made her shiver a bit in joy.

Breakdown only watched them both, since he couldn't do much.

After a while, Airachnid had to unplug herself from Soundwave, since her systems started to overheat from the amount of information she was getting at once.

"I think that's all, for now" She gasped while having to take extra intakes through her mouth to cool down more effectively.

"I'll take my report to Lord Megatron as fast as I can."

Soundwave watched her leave and turned his head towards Breakdown to free him from the web, only to get a glare back. He didn't want to guess the reasons behind it while the tendrils emerged and started to tear off the web. Yet again he was helping, for the very same reasons he did his best to save Knock Out. Now he just had to free Breakdown so he could continue to fix their medic, since Soundwave had a hunch that Airachnid might not quite follow their deal. To even the odds, after freeing the assistant, his tendrils reached the wall next to the brig's door.

"Don't you dare to do something stupid. You're still a prisoner, you know?" Breakdown scowled at Soundwave, who ignored his every word and didn't even look in his direction.

The smaller threads on the tendrils searched the seams on the wall, and after a while a small snap echoes around the brig. The cover on one of the wall panels slipped off and fell to the floor with a loud clang, revealing cables and circuitry.

"Stop it, okay? Airachnid is on her way to Megatron, so don't sink yourself deeper into the mess... Hey, are you listening?" Breakdown asked in annoyance.

Soundwave didn't stop, and only answer Breakdown got from him was crackling noises. The tendrils attached themselves to the circuitry and it didn't take him long to access the ship's databanks. All he did, was to change access codes that Airachnid took from him. Rest information that the spider got didn't really matter to him, much. Mindgames are his speciality, and it didn't take much effort to force a flow of less important information into her instead. Giving her the access codes was just a camouflage to make it seem more convincing that she was in charge of the process.

All of Soundwave's doings seemed to happen in an instant, and Breakdown shrugged his shoulder plates and shook his head. The tendrils retracted back into Soundwave's chassis and the spy looked at him.

"Whatever." The assistant muttered and took his leave on Soundwave, leaving the spy alone in his cell.


	9. Chapter 9

For a long time nothing happened, and Soundwave decided to take the matters in his own hands. And now that he was all by himself, he shook his other arm to listen to the noises the chains made above him. Within the clinging, he could hear the same creaking noise he heard earlier. Soundwave looked down and moved his legs to try and calculate the strength of the floor structure that was holding the chains on his pedes. It appeared the ceiling was a lot weaker than the floor. Now that the drug was almost completely gone from his systems, he focused his energy, and with one powerful pull with all four limbs at once, the ceiling gave in. With a lot of metallic chinks, Soundwave landed on his pedes, crouching, as the chains were falling onto the floor everywhere around him, still attached to his arms. The wounds from Breakdown's smacking started to drip energon again, but he didn't care. Standing on his own felt a lot better than hanging helplessly in the air. His arms were free and he started to open the chainmounts on the floor.

Before Soundwave could totally free himself, he noticed a faint presence somewhere in the ship. Shockwave was back, or he had been in the ship all this time and he just now sensed the familiar energy signature. All in all it was good news for Soundwave, since it was clear to him now that everything in him had started to work again, little by little. What caused it, he didn't know and didn't stop to guess as he was running out of time. The spy didn't sense their Lord's presence at all, nor anyone else in that matter, and it made him feel nervous. He succeeded to detach the mounts on the floor, but removing the chains around him was a lot harder, since apparently Shockwave had welded them shut. After several tries to remove them, he gave up.

Moving around the Nemesis in stealth wasn't an option, so if anyone came on his way, they'd have to deal with his increasing wrath. Soundwave was tired of not being able to do anything, and now that his abilities were recovering, he wasn't exactly helpless anymore. With a little sabotage to the security system in the brig, he disabled the alarms from firing off before he forced the doors open.

First of all he'd have to find Megatron before Shockwave could find him. Sensing the scientist's presence made it easier to avoid him, but he also knew that he was an easy target to find as well. If not by knowing his presence, then by hearing the loud chinks and clicks he made with the chains while walking down the hallway. As he approached the bridge, he did a few tests, and found out the facial screen was somewhat working again. It would make things a lot easier.

A few Vehicons wandered towards him, and now that they could feel his dark aura, see his condition and knowing where Soundwave was coming from, they dodged him by almost scrambling onto the walls. Their behavior made his life a lot easier since he didn't have to resort to force, thus saving energy if he had to face Shockwave. He had no intentions of returning to his old life. He was perfectly satisfied with his current one, under the command of Lord Megatron. Soundwave had no objections following his Master's every command, since he had given him freedom. Serving Megatron was his way of showing gratitude.

If only he could find his Master. The closer he got to the bridge, the more he started to sense others, and Megatron was among them. The energy signatures were a lot weaker compared to Shockwave's, and he wasn't even there with the rest. The only thing that was left for him to do, was to reveal Shockwave's plans to everyone, especially to Megatron.

The doors to the bridge opened in front of Soundwave, and as he was about to enter, someone grabbed the chains hanging from his left arm.

"Stop right there."

Soundwave quickly turned to see Shockwave right behind him, and that made him pull his arm back, with as much force as he could, to get away. It worked, but not quite as he had assumed. Since the scientist let go of the chains voluntarily, it made Soundwave stumble into the bridge with a lot of noise. How was it possible for Shockwave to sneak behind him like that? He was sure he sensed his presence far away from him. Or is it because he's not fully recovered from the initial interfering from the device?

And there they were, all staring at him once again. Starscream, Airachnid and Megatron stood in front of the bridge, and apparently his arrival had interrupted their discussion.

"Seize him!" Starscream shouted and pointed at Soundwave before the others could do much more.

The Eradicons around the bridge gathered closer to Soundwave and transformed their arms to guns, pointing at him. Shockwave had decided to join the play and tried to grab the spy's arms, but instead of standing still, Soundwave evaded the scientist's approaching hands and took a safe distance.

"Soundwave."

Everyone stopped as Megatron spoke with dignifying tone.

"Now is your time to redeem yourself. Starscream and Airachnid have found out that you have been planning on assassinating me and Shockwave. According to their research, you already tried to kill Knock Out for finding out your plan. Do you have any excuses why I should keep you online?" Megatron said calmly and his fusion cannon had started to glow.

Soundwave couldn't believe what he was hearing, and judging from the looks on Starscream's and Airachnid's face plates, they had been scheming this all along. How in the world they were able to come to such conclusions with the all the evidence? Did Shockwave team up with them? And where was Breakdown? He would definitely have his saying in this, unless he was against him too. He tried to reach his Lord by telepathy, but it didn't work. Something was blocking him yet again and he was pretty sure Shockwave had his hands in it. As Soundwave started to play a part of the scientist's speech, he gets interrupted as his volume level was still too weak to reach above others.

"May I, my Liege?" Shockwave started, taking a few steps towards Soundwave.

"The treachery here is inevitable, but I do not see any reasons to put this fine specimen to his end, yet. I will gladly take him back to Cybertron, since I know he cannot do any harm in my custody." Shockwave tried to act as humble as he could to convince Megatron with his plea.

"Very well, Shockwave. You may do that, and if you are to fail me, I shall make sure your punishment is appropriate, if you're still alive." Megatron finished and looked at Soundwave with a small grin.

Soundwave looked at his Lord in defeat, and lowered his head. He wasn't given any real chances to defend himself. He never before had the need for it either and now that he should have done so, he simply wasn't capable. If he had tried, it would have felt like disobeying his Master's orders. How did everything end up like this? How could Megatron believe everything he was told by the seeker and the spider? Shockwave grabbed the ends of the chains on his arms and started to drag him towards the bridge's doors. Soundwave knew everyone was staring at him and it felt wrong in so many levels. After the eons he had served faithfully, this is how it all would end?

"I did not expect anything like this from Soundwave." Starscream said out loud, making sure the former communication officer could hear it. He definitely wouldn't miss him sneaking around.

"They come in all forms, especially when you least expect it." Airachnid added, smirking.

"Indeed." For their surprise, Megatron laughed a bit, and after he finished, he lifted his right arm up, pointing his now fully glowing fusion cannon at Shockwave and Soundwave. It made both Airachnid and Starscream cower and back away.

"Soundwave, stop." Their Lord commanded.


	10. Chapter 10

The command made Soundwave freeze in his tracks, having his back at Megatron. Shockwave had to turn to see what was going on. The moment he turned, he saw a bright light with a loud blast. Megatron had taken a careful aim and shot at Soundwave.

The whole moment felt like it lasted forever as the concentrated and thin shot of energy went right through Soundwave's back, piercing everything on it's way. It burst out from the other side of the spy's body, taking Laserbeak with it, making them both look like they were made out of very fragile materials. The force of the shot slammed Soundwave forward and he fell onto the floor right next to Shockwave. The chains got dragged on the floor, and stopped a little later, spreading everywhere around him. The heat from the energy had melted his insides around the small hole in his chest, and it prevented any energon from seeping out of the spy. Soundwave was completely immobile and even his purple glowing lines started to fade. The whole bridge went quiet, except the ship's distant hum.

Everyone was shocked for what had just happened, and looks were exchanged between Megatron and Soundwave. Even with Starscream's continuous betrayals in the past, their Lord had never shown this much brutality towards anyone. The evidence to even prove anything was just words of a two known traitors.

"You fool!" Shockwave shouted angrily at Megatron. He was in pain, and his digits clasped the surface of his lightly purple chest plate, because the shot had destroyed the device which had a small fragment of his own spark in it. The scientist knelt next to Soundwave, clumsily turning him around to see if he was still online. For Shockwave's relief, the injury wasn't as big as it seemed, and his spark had remained unscathed.

"I'd be a bigger fool, if I had actually believed everything I was told." Megatron started walking towards Shockwave, glaring at the two next to him, making both of the traitors move fast aside. They didn't dare to look at their Lord, who had seen through everything.

"Did you all really think that out of nowhere, my most loyal servant would all of a sudden decide to kill me? If Soundwave was up to something like that, he had the chances for it countless times and I'll gladly admit that I have even given him the perfect opportunities to do so." Megatron paused for a moment and turned around to everyone, spreading his arms.

"And here I am, still standing."

The Lord stopped in front of Shockwave, who was still kneeling down and holding Soundwave in his arms. The scientist didn't look up, as he was deep in his thoughts, calculating current events and how he'd finish what he had started.

"Now that we're all gathered here." Megatron continued as Breakdown arrived, carrying Knock Out, who was still in a very bad shape, but conscious.

"Let us hear what really happened."

Breakdown looked at Soundwave, who was all beaten up, once again.

"I brought Knock Out like you ordered, sir." As he came more in into the bridge, he let Knock Out on his pedes, holding his arm around his shoulder so the medic didn't fall.

"Lord Megatron, when I said we need to remove the thing inside Soundwave, this isn't exactly how I instructed it to be done. Nevertheless, it was a success." Knock Out noted that their spy was alive while he himself was still in pieces. But he had his charm left, as he said all that with a daring grin. It was easily heard that he was in pain and trying his best to keep it together.

Soundwave's facial screen flickered a little for a very short moment, and Shockwave would have noticed it, if he hadn't looked up at Knock Out with a burning hatred in his optic.

"I'll say it short. The scars I have are partly because of Soundwave, and partly because of Shockwave. We all know that the spy has this.. what ever you call it, a hate thing against everyone. Wrong. It all was because of something in him, that he didn't even know existed. Like, come on. A spy isn't supposed to get hurt, and he never did, thus it wasn't noticed, until now." Knock Out took a little pause since using his energy to keep appearance wasn't such a good idea after all.

"Soundwave came to me and I tried to remove the device from him, and each time I tried, I triggered his self-defense. Since we did it outside the Nemesis, I had limited tools at use. Just as I had succeeded to sever one the connections, I was attacked by Shockwave, who tried to get rid of me. If it wasn't for Soundwave, I would be one with the AllSpark." Knock Out watched the scientist, and knew immediately he'd never be on his good side. He turned to look at Megatron, who insisted him to continue despite his weak condition.

"The second scanning that I did, with adjustments that Soundwave himself had added to the scanner, showed that he was temporarily restrained by this object. This restrain did not only include unwanted self-defense mechanism to trigger on physical touch, but other safety measures as well. After Shockwave's 'fix' on him, it also limited his abilities overall. Such as information output and information input via audio receptors, excluding optic vision." The broken medic got quiet again and flinched a little.

"You were supposed to keep it short, damnit." Breakdown mumbled with a frown.

"Dear Shockwave, I must say your actions have caused quite a havoc in my ship. I'm afraid I simply can't let it go without appropriate punishment. To all three of you, as it is easy to see that you're in liaison." Megatron glanced at Starscream and Airachnid, who looked like they didn't know how to be.

After a short moment of silence, everyone could hear the familiar recorded sound.

"_I was betrayed by you and Megatron._" Shockwave's voice said in the clip, which Soundwave played, while being still.

"_I will do everything I can in my power to make you worthless to Megatron. And then I shall take you back._"

"Silence!" Shockwave lost his cool and lifted his arm up in attempt to punch his fist into Soundwave.

Megatron didn't do anything to stop Shockwave, and the Vehicons around the bridge only watched. Breakdown would have tried to interfere if he wasn't helping Knock Out to stand, but the medic felt that something different might happen, now that Megatron blasted the cursed thing out of Soundwave.

Before Shockwave's hit would land, the spy dodged it by rolling away onto the floor, taking a good distance to the purple mech. The hole in his chassis hurt like the Pit was burning in him, and it fueled his anger that had risen to the surface again. Soundwave's cooling systems were working at maximum and it made him hiss loudly. The pain forced him to crouch and as he touched the floor with his digits, a small but bright bolt hit his arm, coiling upwards, and disappearing as fast as it had appeared.

The peculiar presence that Soundwave had always sensed in the ship, was now stronger than ever before. He knew that Shockwave had experimented spark fusion to make the Trypticon Station operational, but this presence was something else. The fusion brought only chaos and confusion into the very being of the Nemesis, and each time Soundwave was fixing problems here and there, it was like he had felt a faint joy around him.

Now the joy was gone, and anger was overflowing everywhere. It also affected him, and to ease the processor ache it caused, Soundwave instantly ripped off one of the floor panels in front of him. His tendrils emerged to attach themselves to the wires below, but not just the usual two, but six, which surprised almost everyone. The other four had been concealed deep in his body, and now that the limiter wasn't in him anymore, those were able to activate themselves again. The distant blur he had for eons was gone, and Soundwave felt fully free for the first time. He had been Shockwave's toy since he got out of the Well of All Sparks.

The moment the tendrils attached themselves to the ship's systems, they all could hear the soft hum get louder. The bridge's floor started to tremble, and all of a sudden the metallic plates started to shift, revealing the ship's structure. Not only did the bridge move, but the whole Nemesis was more and more askew, and everyone, but Soundwave, had to grab onto something to hold their balance.

"Hey watch it!" Breakdown shouted as he had a hard time holding Knock Out and himself from falling and rolling over to the other side of the bridge.

"Interesting." Both Shockwave and Knock Out said while they were watching what was happening around them.

With screeches and cracking sounds, like something needed oil, the walls started to transform as well, forming shapes and structures, capturing all bots but one. Even Megatron didn't avoid the imprisonment, but he could have, if he wanted so. Instead he chose not to, to see how all this would end without him interfering. All was interesting indeed.

"Soundwave! Have you short-circuited your processor?" Starscream literally screamed as he couldn't move at all. The ship had captured the seeker's feet first, making him unable to change and fly away. Airachnid was right next to him in her spider form, struggling to get away.

"_I won't let you escape._" Soundwave played another clip with Shockwave's voice and now that everyone but himself was immobile, he stood up. He retrieved his tendrils from the wires and circuitry of the ship and left them hover around himself. The pain grew stronger as he took steps towards Shockwave, since the blast had injured his spinal cord. The atmosphere around him felt dark and vexed, and with the tendrils moving around in the air like snakes, he looked like he wanted to kill.

"Let us be reasonable, my dear Soundwave." Shockwave tried to stall him with talk while trying to get his arms free. He knew what the spy was able to do, and now probably even more than he could ever estimate. Back on Cybertron he had to repair his laboratory countless times when something went wrong and the spy was able to free himself, destroying everything around him. The closer Soundwave got, the more Shockwave felt rational thinking would get him nowhere.

Instead of trying to talk more, Shockwave managed to engage three of his tendrils towards Soundwave. In hopes that he could injure the spy even more to prevent anything from happening to himself, the tendrils attacked as fast as possible.

It didn't require much effort from the angry mech to block the attacks, intertwining their tendrils together, forcing Shockwave to a halt. Soundwave didn't move for a while, only looked at the mech in front of him, who looked back in silence. With quick moves, the remaining three tendrils attacked the scientist, invading his ports in the back of the head by literally tearing off the covering panels. Shockwave yelped in great pain, since Soundwave didn't even bother doing it carefully. Instead he felt great pleasure hurting the other and he didn't hold back at all.

Nobody had ever before seen Soundwave show any kind of emotions, and this very moment was a solid proof that he actually had them. The Vehicons and others were quietly staring at him and absorbing everything they saw, since who wouldn't want to witness such a rare event.

The purple patterns on the spy began to glow again, a lot more brighter than earlier. The brighter they glowed, the more painful shrieks Shockwave made. The cold air in the bridge caused Soundwave to literally fume, as hot air escaped his seams and vents. It took all his efforts to search the information he wanted, in Shockwave, to destroy every trace of him ever existing in the scientist's life.

But the task was too great for his current condition with Shockwave's vast processors. He managed to erase only a very small proportion of those memories before he started to grow weaker and more exhausted. Shockwave twitched and screamed, until the glow in his red optic dimmed, and he became limp.

Forced to retreat, Soundwave pulled back his tendrils, leaving the unconscious Shockwave alone. He staggered back, wincing in pain again. The efforts he made caused the older wounds to open, and even the injury that Megatron gave to him was now seeping out energon. He turned his head and looked at the others in silence, while holding his arm on the hole in a try to prevent too much bleeding.

The Nemesis slowly recovered it's equilibrium, and the hum quieted down to it's normal level.

Starscream didn't know how to react to the spy's stare towards him, all he wanted was to get away as far as possible. If only the ship's floor and walls weren't so mutated, and keeping him captive, he would have fled ages ago. He looked at Megatron, who had his back at him, and then moved to see Airachnid, who hadn't succeeded to escape either. The acids she had spit around her weren't melting the metal at all.

"You... killed him, didn't ya?" Breakdown muttered quietly as he kept looking between Soundwave and Shockwave in doubt.

"He didn't. A physical impossibility with just a direct contact to the head. And also, why would he do all that if he could have just extinguished his spark?" Knock Out replied, partly wishing Soundwave had done it.

The shot, energon leaking, and mentally exhausted mech started to wander around sluggishly, collecting all pieces he could find of Laserbeak with his tendrils. He looked at the fragments of his creation and then glanced at Megatron, who hasn't said anything this whole time.

The tyrant looked back at his servant, who was taking steps towards his direction and finally stopping in front of him. The situation looked charged as they both kept staring at each other, until Megatron spoke.

"Do you wish to kill me?" His tone was calm and solid and he kept his optics on the mech before him.

"_Negative._" Soundwave said with the monotony voice clip and knelt down in front of his Lord and Master, bowing deep.

"Do you wish to be under my command again"? Megatron continued.

"_Affirmative._" The spy replied, getting up carefully.

More words weren't necessary, as the purpose of the conversation was to show, that nothing could come between them. Because Soundwave had finally been able to reach Megatron with his telepathy, they went through the longer and private discussion silently. Everything that had happened, every thought and even feelings, they shared with each other, clearing all misunderstandings that might have occurred during the chaos. In their information exchange, Megatron had felt the need to mention also, that he was taken by a surprise, that Soundwave didn't see through his act at first. And for the broken mech's surprise, his Lord said something, that reminded of a very subtle apology.

The walls and floor started to slowly shift back to normal as Soundwave turned to Shockwave. He looked at the unconscious one with mixed feelings. How much information did he manage to erase and how will it affect when he wakes up? And if the spy didn't succeed well enough, would he be a target of an insane scheming again?

All Soundwave hoped for, was that Megatron's punishment would be severe enough for all three, to remember not to mess with him, ever again. He looked back at his Master, then others around the bridge.

"_Current condition: In need of repairs. Destination: Medical bay._"

Soundwave turned to leave and walked out of the doors, dragging the chains with him and leaving a trail of energon droplets behind.

The spy was thinking through all the mess that happened and thinking also the future and what it might bring. If Shockwave recovers the memories, which is more than likely, they probably will see another attempt of all this. Only difference is, that next time Soundwave will be fully prepared for anything.

Without further thoughts, he opened the door, and entered the medbay. He carefully put the pieces of Laserbeak on a free table and lied down onto one of the berths. Soundwave let out a hissing noise, and stopped caring about what happened around him. His wounds would be repaired soon anyway since after all that trouble he went through he calculated that neither Knock Out or Breakdown would try and attack him. The knowledge that all three traitors were stuck in the bridge for a good while gave him a secure feeling and made him fall into a calm recharge.

The end, maybe.

* * *

><p><strong>Author's Notes<strong>: Thanks for reading!

I hope you enjoyed the story :) It is my very first fanfic ever and since I've been reading them for quite some time now, I wanted to try and create my own. I have to admit I had head aches, eye twitching and brain melts trying to figure out dialogues and keep characters in character. But in the end I enjoyed writing this a lot!


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